


Maestro Who

by mokuyoubi



Series: Maestro 'Verse [2]
Category: Bandom, Doctor Who, Panic! at the Disco
Genre: Alternate Universe - Fusion, Gen, Pre-Slash
Language: English
Status: Completed
Published: 2014-07-22
Updated: 2014-07-22
Packaged: 2018-02-10 00:09:03
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 19,065
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2003325
Author URL: https://archiveofourown.org/users/mokuyoubi/pseuds/mokuyoubi
Summary: <blockquote class="userstuff">
              <p>Maestro takes Spencer to the Entertainment System of the 5th Great and Bountiful Human Empire, but not everything there is as it should be, and an illness is spreading among the wealthy inhabitants surrounding the dance planet of Terpsichoran.  In which there are even more costume changes, and we delve a bit more into Maestro's history.  Pre Spencer/Brendon</p>
            </blockquote>





	Maestro Who

**Author's Note:**

> No knowledge of Doctor Who cannon necessary -- though it takes place in that larger universe, most (though not all) of the aliens and planets are my own creation. There are no DW characters making an appearance at this point in time (though probably in the distant future 12 and Clara will appear). This is a continuation of The Maestro and Mister Smith, and many more episodes are planned to follow!

“Do you have a crew around here?” Spencer asked. There were more ramps leading down from the platform, each ending in a closed door. If this were the control room, there had to be an engine room, navigation room, sleeping quarters, a mess.

“Just me,” Maestro said. “There are different series of TARDIS that require larger crews, but this one was made for stealth missions. I can pilot her just fine myself. Though as of late she has been making a most distressing noise. I'm afraid she might have been damaged and I don't currently have the means of fixing her.” 

“Is it safe?” Spencer probably should have considered this sort of thing before hopping into a box with a very strange man.

“The sound is just an annoyance,” Maestro said. He rubbed a hand over the brass rim of the console as if stroking a pet. “She's got a lot of life left in her.” 

“So what's behind those doors, then?” Spencer asked, pointing across the panel.

“Oh, I'll give you the whole tour, later,” Maestro said, “but I didn't bring you along to show you the inside of a ship.” He turned his back, fiddling with the control panel. “I have to say, you're taking this far better than I expected. Of course I haven't had much experience travelling among such primitive species myself, but I've heard stories.”

Spencer chose to ignore that slight, for the time being. He climbed the rest of the way to the platform and took a seat in one of the wing-back armchairs. It looked like something his grandmother might have in her living room, covered in a sort of beautifully hideous golden floral brocade. Somehow it fit with the look of the place.

“Okay,” he said, crossing his arms, “if we're going to...” he had to pause to try to school his face into a serious expression as he said the next, but it was too absurd, and his mouth kept pulling into a grin. “Travel the universe together, there are a few questions I'd like answered.”

“You probably should have thought to ask them first, you know. I've already got you here. I could do anything at all with you,” Maestro teased.

Spencer rolled his eyes. “I'm really not intimidated by you.”

“I've noticed,” Maestro said. He finally turned around and met Spencer's eyes. “Alright, ask your questions.”

“You keep saying 'you guys' and 'humans,' like you're not one,” Spencer said.

“Spencer, I'm going to be disappointed in you if you're struggling with the idea that I might be other than human, after what you've seen,” Maestro said.

“No,” Spencer said. “But you do look human, and you keep talking like this isn't your real body. Is that just some sort of disguise, like Professor Dureno?”

“Oh, it's my real body,” Maestro said, lip curled in distaste. “Unfortunately.”

Spencer snorted and when Maestro gave him an affronted look, said, “Dude, you're _hot_.” He'd meant for it sound nonchalant. He had a feeling he'd failed horribly. “I mean, a lot of people were checking you out at the party.”

Maestro shrugged as if unaffected by this information. “It's taking some getting used to, is all,” he said. He picked at his sleeve. 

“My people have the ability to...regenerate, when mortally wounded or damaged beyond our ability to repair. It's painful and there are a lot of unpleasant side-effects, but it reorganises, for lack of a better word, our genetic make-up. I recently went through this for the second time, and I hadn't anticipated such a dramatic difference in my physical form. Others have been known to change race or species or gender, but most retain many of the same physical characteristics, as I did, the first time I regenerated.”

“So what did you look like before?” Spencer asked, excited. It was like something out of one of those fantasy novels he'd loved as a child. Oh, what his 12-year-old self would think of all of this...

Maestro shook his head. “No, it's best not to think about them,” he said. “Dwelling on past regenerations is a sure-fire way to drive yourself mad.”

“Okay, fine. So you had two different bodies before this one and something hurt you badly enough to cause you to change,” Spencer said.

“The explosion in the lab was in fact the result of my regeneration,” Maestro said. “I'd been injured previously, but I was able to put off regeneration for awhile. My exposure to the Loh-kuk-lorian venom triggered it.”

So he had been the tall, blond man Ryan had mentioned. Spencer didn't ask, wary of Maestro's refusal to discuss his previous form, but now the curiosity was going to kill him. “How old are you, then? If you get a new body every time you die?”

“Still young for my people,” Maestro said. “I haven't bothered with exact years for several decades, but somewhere around two-hundred and forty.”

“And that's young?”

“To be in my third regeneration already, it is incredibly young,” Maestro said. Around them, the engines fell silent. “And I think that's enough questions for now. Much more interesting things to do.” 

Spencer looked expectantly at the Maestro. “That's it?” he said. “Ten minutes later. We can't have gone that far.”

Maestro waved towards the door and said nothing, but his expression was very self-satisfied. Spencer went to the door; wherever they were, it couldn't be worse than the Loh-kuk-lor nest. Inside the TARDIS the only sounds were faint beeps and whirs of the computer, but as soon as the door was open a crack, the sound of music drifted in.

Spencer stepped into a sultry afternoon, people packed shoulder to shoulder in front of a stage where an alien band was playing. The band consisted of three bright red, multi-armed creatures with a dozen eyes each and one member that looked like a poorly rendered CGI werewolf. They were playing foreign instruments—one was almost exactly like Spencer's drum kit, and another resembled a guitar except with quite a lot more strings—but then there was one that looked like nothing more than a stack of cylinders that could be twisted, and another like a whip swung shapes through the air. 

The music they played came together so seamlessly, Spencer honestly couldn't say which instrument made which sound. It was all one sound, and it seemed to sink into Spencer's skin in an not entirely pleasant sort of way. Something about it unsettled him, and yet he didn't want to stop listening, either.

After a moment, he was aware of Maestro coming to stand beside him. “Come on,” he said, “let's go to the main stage.”

“Main stage?” Spencer echoed. He was too distracted by the music to really process it. There was this thrumming that went down to his bones, making him sway, then stagger forward. Maestro caught him by the hand, pulling him upright again.

“We've landed on Fantasia,” Maestro said, as if that meant anything to Spencer. “We can take the transport to the main stage.” He started to lead Spencer away by the hand, but Spencer's body didn't want to let him go. Each step felt like wading against a strong tide, and his feet were weighed down in cement.

The crowd parted around them and Spencer began to notice everyone wore the same expression. Even though there were dozens of different species, some with nothing resembling a face the way that Spencer could understand, he could see the same peaceful, dreamy mask had settled over their features.

Where the crowd ended there was a platform with a row of cars waiting. Maestro ushered Spencer into the first one and pressed a button. The door slid shut behind them, cutting off the music, and Spencer gasped as all at once a great weight lifted from his body. There were cushioned benches on either side of the car and Spencer collapsed on one.

“What was that,” Spencer asked, staring through the windows at the crowd. “What's happening to them?”

Maestro took a seat opposite him. There was no sort of steering wheel or gear stick, but there was a touch screen on the wall that Maestro began to tap. A map came up, showing a lot of criss-crossing, winding pathways, each with dozens of stops. Maestro selected one and the car began to move.

“I should have checked the schedule before landing there,” Maestro said. “I hadn't realised it would be a Binai band playing. It's psychic music and it can be very soothing and therapeutic if one does the proper meditation beforehand.”

“Psychic music,” Spencer said, “that's...” Crazy. Amazing. Outside the car they'd moved out of the stadium and began to rise. Now the world opened up around them, and spread out as far as the eye could see was water, cresting and glistening in the sun. Scattered amongst the waves were islands. None of them could be bigger than a sprawling shopping mall.

“What is this place? How did we...” There was no point in finishing the final thought. Maestro told him his TARDIS moved in time and space. Even if he were to explain the how of it, Spencer knew he wouldn't be able to wrap his mind around it.

“This is Harmonia, part of the Fifth Great and Bountiful Human Empire's Entertaiment System. Six planets, one for each of the arts. Here the seventy-six island stages perform music from around the universe day in and day out. Classical music, rock music, operas, jazz bands, blues, and the popular music of thousands of species.”

Spencer stared out the window in helpless wonder as they passed directly over one of the islands. Below was a replica of the Sydney Opera House rising from the sand. There was a whole city built up around it with restaurants and fancy looking hotels. “Wait,” Spencer said. “Fifth Human Empire. What does that even—how far—” it was like trying to think in a whole new dimension.

“Oh, I can never keep track of what your people get up to, or when,” Maestro said, and his tone was rather condescending, but there was a playful smile tugging at the corner of his mouth. “It's my understanding that despite the collapse of Earth's economy in the early 200,100s, it only took about 30,000 years for Humankind to rebuild to this point. Give or take 10,000 years.”

Spencer chuckled in disbelief. “You're fucking with me.”

“Is it how long humans manage to survive that astounds you? Or how long it took you to reach this place?”

“I don't know. Both? How long _do_ we survive?” Spencer asked.

“Longer than many more powerful and wise,” Maestro said. Spencer still couldn't tell whether he was being insulted or teased. “Humans always seem to find a way. Sometimes they even learn something from it, and grow.” 

“You don't seem all that fond of humans,” Spencer said. “So why did you help with the Loh-kuk-lor.”

“I don't think that any species, no matter how inferior, deserves to be wiped from the face of the universe. Nor should any species, no matter how superior, have undue power over any other,” Maestro said. “It's a slippery slope. Say you condone it in just one instance because the species in question is evil and genocidal, so of course the universe could only be better without them, and then you watch the whole of space and time start to unravel around your decision and every action taken to fix it only makes it worse.”

“Besides,” he said, tone lighter, “As I told you before, I don't view all humans as inferior. I wouldn't have invited you along with me, if that were the case.” He gave Spencer a bright smile.

Spencer wanted to ask what that had been all about. He remembered Maestro telling the Loh-kuk-lor about a war in which he'd fought. But the moment had passed; he had a feeling that even if he asked, Maestro wouldn't give him an answer. He tucked the thought away for later and made himself focus instead on the next island they were approaching.

This had to be the main stage. The island could easily be mistaken for New York, with a skyline full of towering buildings, hundreds of thousands of people moving through the streets, and hovercars like theirs criss-crossing through the city. In the heart of it all was a stage lit up brighter than the day. Currently it was empty, as one crowd made their way from the arena and another pushed in.

As they passed over the stage area, the car began its descent. When their door slid open, a woman was waiting with an electronic device in her hand. “Tickets?” she said. 

Maestro pulled a wallet from his pocket and produced a slip of paper. As far as Spencer could see, it was blank, but when the woman scanned it with her device, her face lit up. “Oh! Welcome, Mister Brown, Mister Smith. If you'll come with me this way I'll get some VIP passes for you.”

She brought them to a ticket window where they were given a collectable bag with a programme, pins and stickers with the names of various alien bands (which Spencer couldn't wait to plaster all over his books and watch Alex stew silently over the fact that he was the most hipster and still hadn't heard of any of them), and a dozens of other things he couldn't even place. Then they were each stamped on their hands, what looked like a bar code in black ink and told to present it at all check points.

“What was on that ticket?” Spencer asked in a side-long whisper, as they made their way out of the station and into the street. The sun was sinking lower in the sky, casting a dusky orange haze over everything. 

“Nothing,” Maestro said.

“Okay. You going to explain?”

Maestro sighed. “You're not going to be impressed by anything I do, are you?”

“I'm pretty fucking impressed by this place,” Spencer said, waving his hands around. 

There were street performers on every corner it seemed, and somehow none of the music clashed with any other being played. Vendors sold a variety of foods, familiar and exotic. Others sold all manner of band merchandise. There were scalpers selling tickets to different islands, and travel booths offering discounts to visit the other planets of the system. 

It was loud, chaotic, and sort of everything Spencer's mind had conjured when he'd thought of touring the world. “I mean, how'd you know?” he asked.

“Hmm?” Maestro said. “What do you mean?”

“How'd you know this would be the perfect place for me?” Spencer said.

Maestro gave him a smug smile. “I had a feeling. Something told me you're a man who appreciates music.”

“And the paper...?” Spencer persisted.

“You're one of those people who looks up how magic tricks are performed, aren't you?” Maestro said. He fished in his pocket and passed the paper to Spencer. It was the size of a business card, held in a leather case. Spencer flipped it over, but both sides were blank. “It's psychic paper. It let her see what I wanted her to see.”

When Maestro reached to take it back, Spencer held it out of his reach. “Wait a second,” he said. “I want to know more about this. You can just make anyone see whatever you want.” 

Maestro scowled at him, and Spencer saw letters starting to take form across the paper, reading, _Spencer Smith is about to find his ass stranded a few hundred thousand years out of time_. Spencer laughed and said, “Seriously, you wanted me impressed, didn't you? Well I am.” He tossed it back to Maestro.

“Let me impress you some more, then,” Maestro said. He led Spencer to a café on the edge of the island where they could see the sun heading ever lower towards the horizon. “We have a couple hours until tonight's headliners take the stage,” he explained, “and you have to try the local speciality.”

The local speciality, it turned out, was sushi prepared from the fresh catch right outside. Another flash of Maestro's psychic paper got them a private table on the second floor balcony where the breeze cut through the heat of the day. Servers brought them tray after tray of sashimi and rolls, some familiar, some containing ingredients Spencer'd never heard of—vegetables with strange names in odd colours with indescribable flavours—new breeds of fish that tasted just different enough from what Spencer was used to, spreading uniquely across his palate.

Then came the dessert. “The Japanese were among the first to strike out further into the galaxy,” Maestro explained, when the plates were placed before them. “Settlers on Yozakura stumbled upon this blossom quite by accident, when their sakura trees from Earth merged with the local flora.”

On Spencer's plate was a flower the size of his palm, each of the five petals perfectly formed and fading from a deep, dark purple to bright pink, to white at the ends. Instead of stamen, there was a large, round fruit with soft skin that gave off a white glow.

“Some eat only the fruit, I like the flavour of the petals, too. You wrap them around it like this,” Maestro explained, gently pressing the petals to the fruit and gathered them at the top like a purse.

Spencer tried to copy him, but his didn't come out looking nearly as pretty. He lifted the whole thing to his mouth and bit in. A gush of thick, pink juice spilled out over his hand and down his chin, but Spencer was too distracted by the taste to care. His eyes shut of their own accord as the flavours spread over his tongue. There was the initial floral taste, like inhaling perfume, but the fruit was pure sugary sweetness, followed by the liquid, with the texture and taste of honey.

“Have some of this,” Maestro said, holding out a flute for Spencer to drink from. “Ice wine from the grapes of the moons of Ezmagor.” Spencer tipped back his head to take a sip, and it cut through the sweetness, making all the flavours come together.

Spencer finished the rest of his fruit in a second bite—as much as he wanted to savour it, it was falling apart in his hand—and licked the juice from his fingers before taking another drink. When he looked up, Maestro was watching him with a smirk. Somehow he'd eaten his dessert without spilling a drop.

After they'd settled their bill, again with a pass of Maestro's psychic paper, they made their way back into the heart of the city. The crowd was thicker this time and when they reached it, the arena was pulsing with the press of so many bodies. Maestro took Spencer's hand, and though his initial reaction would be to pull away, he fought it. Clearly Maestro didn't think of hand-holding the way humans did, as much as he resorted to it. Spencer told himself it was just a method of not losing one another in this crowd.

They made their way to a roped off area where their stamps were scanned before they were ushered inside. The backstage area was air-conditioned and there were servers wandering with trays of drinks. Overstuffed sofas and seats lined the walls covered in men and women, human and otherwise, in glittering gowns and tailored suits.

Spencer wasn't bothered by the way the others were eyeing his jeans and t-shirt like he was something unsightly. He was on a planet of music and anyone who ever knew him was hundreds of thousands of years away. Pretty much nothing could embarrass him. 

They each grabbed a drink and made their way to the next level of the building. Spencer sipped at his drink—it was peppery at first sip, but almost immediately exploded in a bright citrus flavour, then burned on the way down, not from the alcohol but from spice.

“Careful with those,” Maestro warned. “They'll mess you up pretty quickly.”

It didn't taste very strong, but Spencer didn't want to miss something awesome because he was plastered on alien booze, so he discarded his drink on the next tray they passed. 

A few minutes later it all caught up with him and he was glad he'd listened, because he went from being entirely sober to rather tipsy like someone flipped a switch. Maestro looped an arm through his to steady him and Spencer leaned against his side, head lolling over to rest against Maestro's shoulder. “Whoa,” he said, “that shit is dangerous.”

Maestro nodded his head, and the sensation made Spencer giggle. “There's speculation that it was behind the misunderstanding that led to The Vashtini Incident of Banana Dee.”

“I think you're making up things now,” Spencer said. Everything had a sort of glow about it, like that one time he got high with Gabe. When Maestro brought them into their VIP viewing box, the din of the crowd seemed like nothing more than the distant roar of waves.

“Is it like this every night here?” Spencer asked. There were streamers and balloons drifting through the air and people were already crowd surfing, despite the fact that no one was on stage.

“Well, I brought you to a very special night,” Maestro said. “The Arkovelian Seven and Rhianna Mesmeria playing a double header. Some of those people down there travelled years to get here for tonight. Others slept in the hotels just as long for a chance to buy the tickets.”

And to think, Spencer would have been happy to have a crowd of more than a dozen back when he and Ryan had been doing the band thing. What would Ryan think of this now? Spencer tried to imagine telling him, and knew Ryan would just think he had finally lost it.

The opening act came on, a group of roughly humanoid looking creatures with tentacles where their mouths should be. Each was dressed in a blue suit and holding a glowing orb in hand. A glance at the programme told him they were called the Ood, and their music was telepathic. 

Spencer was going to remark on the name, or the frankly disgusting mouth octopus thing, but then a sound began to rise up from them and the crowd fell silent. Spencer wasn't sure how long they sang. There were no words that he could understand, just a beautiful, mournful harmony. It was soft, but it felt as if it came from behind him and beside him, as if the Ood were singing personally to him.

When they finished and a roar of approval went through the crowd, Spencer suddenly realised he'd been crying. Maestro had a look of wistful longing on his face. The others in their booth did not seem to be similarly affected. As soon as the music ended they were all chattering and gossiping.

The Arkovelian Seven played second. They were human, as far as Spencer could tell, and the music they played wasn't all that different from what might play at home on any pop station. There were four women and three men, none of them older than their early twenties, all dressed in neon clothing dancing around with their instruments.

Below the audience was dancing and screaming along to the lyrics. It was catchy, if a bit simplistic, with refrains easy enough to sing along. Spencer shook off the funk brought on by the singing of the Ood and made himself enjoy this moment. No one would ever have a chance like he had right now and who knew how long it might last.

By the time the Arkovelian Seven left the stage, Spencer was pretty much soaked in sweat, from the humid heat and the way everyone in the box was dancing around, pressed close together. Spencer was a little surprised to see all the rich people in their fancy outfits acting like tweenaged Beliebers, but it was funny as hell. 

When the final act started playing, it was just an empty stage. Spencer leaned over the side of the box, searching the edges of the stage, looking for any sign of the band. Eventually Spencer noticed a shimmer moving around the stage, brief flashes of light in the dim. It was sort of dizzying, trying to keep up with it as it moved. The breeze picked up, tossing Spencer's damp hair back from his face as the music crested.

“The Aerolith,” Maestro explained. “Creatures made of light and wind.”

Spencer grinned and leaned in towards the stage as the Aerolith hit a high note and the wind rippled over them. It felt delicious on Spencer's skin. The light flickered brighter and brighter until the song ended, and the night went dark and still.

By the end of the concert, Spencer didn't even feel tipsy any more. When they returned to the VIP suite, Maestro gave him what he assured Spencer was a safer drink. There was a buffet table laden with alien delicacies alongside buffalo wings, which just had Spencer staring blankly at it in bemusement for a while.

Somehow Maestro became the centre of the crowd. It was easy to see why. Not only because he was good-looking, but he oozed charisma and charm. Spencer tried to imagine him with a different face and body but it was difficult when he seemed so at ease in this one.

Spencer knew he probably shouldn't keep eating, but everything was amazing. He piled a plate high with each unidentifiable food, just to taste, and then just sat back to observe everyone around him.

Uncountable years in the future, and humanity didn't seem all that different. There was the socialite going on about the newest weight loss miracle pill. Though this one actually probably was miraculously effective—something about a symbiotic host relationship with some alien baby which sounded both fascinating and horrifying.

There were the businessmen ignoring their wives, discussing stock prices and business ventures. Granted these businessmen looked like great cows standing on their hind legs and they had plans to look into harvesting the Sapphire Waterfall on a planet called Midnight.

Huddled in one corner was a shady looking group in slick suits. Some looked human, the others had giant pinkish heads with milky red eyes and large drooping ears, muttering amongst themselves. They probably thought they were being discreet, and kept casting suspicious glances around the room. Spencer was only catching bits and pieces of what they were saying, but his theory was they were the Empire's version of mobsters.

Honestly, just watching everyone and listening to them speak was almost as entertaining as The Arkovelian Seven. Maestro shrugged off his groupies and came over to sit by Spencer's side. “Is this boring you?” he said.

“Definitely not bored,” Spencer said. “It's just a lot to process all at once.”

“You have been up for a long time. We should call it a night,” Maestro said.

“How long has it been? Since we left the party?”

Maestro led Spencer through the room out to a bank of elevators in the hallway. “Oh, eight hours, at least.”

“It's morning there by now,” Spencer said. “Ryan's probably freaking out about me.”

There was a gentle smile on Maestro's face. He looked tired too, now, away from the crowd. “For Ryan, no time has passed at all. Don't you understand? We can return five minutes after we left, if that's what you want.”

“I—” Spencer stopped and tried to process it, but now that he realised how long it had been since he'd last slept, it had caught up with him. He felt sluggish and his eyes were burning, but he didn't want to sleep, either. There was too much to see. “This is going to take a while to get used to.”

The elevator took them to the top of the towering VIP building, where there were hotel suites for the guests. Their suite took up the entire floor, beautiful and pristine like one of the high-end hotels on The Strip that Spencer had only ever seen from the outside. In one corner, by the balcony, the ticket booth was sitting like it belonged there.

“How did you get it here?” Spencer asked, eyeing it suspiciously. He was still disconcerted by it, wondering what he'd see, if were able to pull back those velvet curtains.

“She comes where she's needed,” Maestro said. “Tomorrow we can visit the other planets, the museums or a play, if you'd like. Or apparently there's some high-society party on Earth I could sneak us into.”

Spencer made a face, flopping down on the sofa. “I'm not much of a party guy,” he said. “Museums and plays, on the other hand, sound awesome.”

“Then get some sleep,” Maestro said, going to one of the bedroom doorways. “There's a lot to see.”

“Hey,” Spencer called, and Maestro turned to look over his shoulder. “Listen, that first group. The Ood?”

“Yeah?” Maestro asked. He leaned in the door frame, watching Spencer with something like approval. 

“I can't—I can't shake it. They sounded so sad, right there in my head. This sadness they can't escape.”

“For many thousands of years, humans kept the Ood as slaves,” Maestro said. “That song has been passed down by over the millennia.”

Spencer's stomach turned at the idea that his people were the reason behind the pain and misery so strong it transcended all that time. “I thought were were supposed to be _better_. You said this was the Great and Bountiful Empire, or whatever. We're supposed to be more advanced, and peaceful.”

“No matter how advanced the species, there will always be those among them that are cruel and opportunistic,” Maestro said. “The Ood are free now, and humans hold that song as dear as the Ood, as people in your world hold tight to the memories of the Holocaust or the Atomic Bomb, so they do not repeat their mistakes.”

“You know better, though, don't you? You've seen everything we do.”

“You can dwell on it your entire life, and it won't change anything. Don't waste your life blaming yourself for the shitty things that other people do.”

It he was ever going to take anyone's word for it, Maestro was probably the one. With two-hundred plus years of experience. “Come on,” Maestro said. He levered himself off the door frame and got a hand under Spencer's elbow, pulling him up from the sofa. “You'll feel better after some sleep.”

That, at least, Spencer could believe to be the truth. Maestro led him into one of the bedrooms and gave him a bit of a shove towards the glorious looking bed. “Sweet dreams, Spencer Smith.”

*

The planet Ennigaldi was actually one immense building spread out over the surface. Maestro explained there were lakes and rivers and some green spaces, but the museum had been built around them. The wings devoted to different categories of art were roughly the size of whole countries, and some the size of continents. To see them all would take several lifetimes.

“How do you even _build_ something like this,” Spencer asked in wonder, as they stepped off the transmat. The entrance to the Ancient Modern wing was a huge, domed room, easily the size of a football stadium. He couldn't even wrap his mind around the idea that there were hundreds of these wings all over the world. “How do you maintain it?”

Maestro took Spencer's hand and gave him a tug. Another wave of psychic paper got them inside. The admissions badge was a collectors edition that, when pressed, would project a random, 3-d image of one of the pieces of art in the gallery.

“The Ancient Moderns cover anything from a hundred odd years before you were born 'til about 100,000 years ago,” Maestro explained. “As long as it falls under the Modern umbrella, regardless of definition.”

Spencer was woefully uneducated about what Modern art meant, but he didn't have to know to appreciate what he was seeing. It was fascinating to see what different eras of Earth considered to be Modern art. Of course they eventually stumbled upon Matisses, van Goghs, and Picassos, which was a thing of wonder alone (Maestro explained the preservation and restoration processes, but he may as well have just said _magic_ for all it meant to Spencer). But then, hung alongside them, were works of art yet to be created. 

There was nothing particularly strange about the type of art. Most of it was just paint on canvas, the same as ever, though there was a fair amount of computer created art as well. What was so striking was the subject matter. There were foreign landscapes with new skies full of red suns and dozens of moons. Paintings of future wars, battlefields strewn with cybernetic creatures or alien species. Then there was the mundane—portraits or scenes from everyday life—only the subjects, whether human or alien, were strange and incomprehensible.

Every gallery had dozens of transmats throughout to transfer visitors from one area to another. The first couple of times he used them, Spencer was nervous, but by the afternoon, it was old-hat. Spencer wasn't sure how he could go back to his own time and use travel as slow and inefficient as cars and planes after being instantly transported hundreds of miles at a time.

Spencer and the Maestro spent the day hopping from gallery to gallery, stopping to eat at one of the roof cafés at lunch. The food was good, if disappointingly mundane. Perhaps that was why, when they transported back to their hotel on Harmonia, Maestro made reservations at the most expensive restaurant in the system.

“You can't go like that,” Maestro said. “Wearing the same thing two days in a row, and you give me a hard time over my clothing.”

Rather than go shopping, however, Maestro dragged him into the TARDIS.

“Of course you have a wardrobe in here,” Spencer muttered, as Maestro led down one of the ramps and through the door.

The TARDIS opened up, hallways leading to the left and right, and straight ahead. They were nondescript, all lit in a soft gold light, with more of the same lacy pattern on the floor. Spencer followed in silence, trying to grasp the true size of this thing, as they made their way down the centre hallway, passing doors both open and closed. The lights were out in them, but Spencer thought there were bedrooms and what looked like a kitchen, easily the size of Spencer's whole apartment.

“And here we are,” Maestro said, pressing a button on the wall. A door slid open and they stepped into a wide open room, surrounded on all sides by hanging clothing and row upon row of shoes, hats, and ties, and dozens of other accessories.

“The TARDIS was meant for covert operations,” Maestro said. “I had to be prepared to blend in no matter where I went. Of course, most of the clothing was meant to fit my previous form, now too large for me, but I think it will fit you. She's slowly starting to give me more to work with in this new form.”

Spencer went to the nearest wall, running his hand along the edges of the fabric. There were plenty of fairly normal looking pieces that could have come from any store on Earth. Spencer had his choice of anything from slacks and a blazer over a button down to a three piece suit, to a snazzy tuxedo. But...well...if he were being honest, the Maestro's whole steampunk look was growing on him, and normal was boring. Why not have some fun?

With Maestro's help, Spencer put together a truly ridiculous ensemble of a grey suit with a bright blue button down and red vest. They dressed it up with a ruffled black cravat, a blocky, bronze decorative lock around his neck, and dozens of tiny keys hung from delicate chains pinned to the breast.

“I look seriously stupid,” Spencer said, eyeing himself in the three-way mirror, unable to fight a grin.

“I know,” Maestro said, a similar grin on his face. “Isn't it awesome?”

At dinner they got wasted on some amazing alien wine that fluoresced purple, and eventually they were kicked out for their raucous behaviour, but not before Spencer got to taste plenty of the cuisine they served, including some spare ribs from an animal he couldn't pronounce the name of, in a sauce of spices from some alien planet, that cost more than Spencer's parents made in a year, and which he possibly could no longer live without.

In their drunkenness they ended up back on Harmonia on the entirely wrong island. Rather than trying to make their way back to their hotel, they decided to stay the night on the aptly named Margaritaville. 

They purchased swimming trunks and Hawaiian print shirts at one of the straw-thatched shops on the sand covered main stretch. Then they lounged beach side, where servers brought them margaritas. At one point in the night there was a Jimmy Buffet cover band. Spencer couldn't even begin to explain to Maestro, who wanted to know why he was laughing so hard, why it was so hilarious that “Cheeseburger in Paradise” had survived hundreds of thousands of years of human history.

They got bungalows to stay in for the night, built on stilts in the water. It was like something out of a travel brochure back home, a vacation that Spencer could never hope to afford. A hanging bed swathed in delicate mosquito netting, the back wall of the room open up to the sea. As far as the eye could see the night was clear and the stars shown bright. 

Maestro pointed out the places in the sky where nearby planets shown brightly enough to be seen, the bed rocking gently with every movement, threatening to rock Spencer to sleep. The night was warm and sultry, but the ocean breeze was cool and constant, and the tropical flavoured margaritas kept flowing. All the music playing was mellow and soothing, and Spencer felt as if he could stay right here, like this, forever.

They ended up staying on Margaritaville for a few days. The atmosphere was lazy and inviting, and it was easy to be lulled into complacency, especially with an endless flow of good food, booze, and entertainment. They spent long afternoons on the beach, surrounded by pristine white sand and clear water. Maestro explained how it was kept so clean, and how filters in the atmosphere kept Spencer's skin from burning, but Spencer was too drunk at the time to really appreciate it.

“If you could go any place in space and time, and you know about this place, why would you go anywhere else?” Spencer asked the Maestro. He was half-asleep, luxuriating in the feel of the sun on his skin and the sound of water lapping at the shore. It was creeping ever closer, just now reaching his toes, and he'd have to move soon, but he was too comfortable.

“Oh just wait and see. You wanted to see everything, remember? This is just the beginning.” They'd only known each other a few days, but already Spencer could hear the smile in Maestro's voice, and knew exactly what it looked like. And yet, as familiar as parts of Maestro now were to him, as much fun as they were having, he was still so much of a mystery.

“And at some point are you going to tell me who you are?” Spencer asked. “Are you ever going to tell me your real name?”

Maestro was silent long enough that Spencer had to open his eyes, turning his head away from the sun and squinting side-long at him. He'd rolled onto his stomach, braced on his forearms in the sand, staring at the stage in the distance, and he looked lost.

“Sorry,” Spencer said. He reached out to touch Maestro's arm. “Just forget I said anything.”

Maestro blinked and turned to meet Spencer's gaze. “I've told you more about myself and my people than I've learned about you,” he said. “Or is the burden on me because I'm alien to you?”

Spencer shook his head. “I—I don't. That's not—” What was there about Spencer that was worth knowing. He was a college student who'd never been particularly good at anything except drumming. He had a messed up best-friend who'd probably messed him up more than a little bit. He loved his family and he worried about how sick his dad was getting. He had no idea what he wanted to do with his life, and this, travelling with Maestro, was the only interesting thing that had ever happened to him.

“Whatever you're thinking,” Maestro said. “However mundane your life seems to you, mine hasn't been so different. I spent the vast majority of it trying to fit in with a family who didn't understand me and a people who didn't particularly like me, and by some great stroke of luck I'm free now. I never saw a different path for where my life was headed, but here it is.”

“You don't have to—” Spencer said, but Maestro shrugged.

“I don't mind answering your questions,” Maestro said. “As for my name...among my people, names don't necessarily mean as much as they do to humans, or other species. Of course we're given names at birth, but a lot of people choose other names as they age—some choose a different name with every regeneration, or some pick a title. The right names or titles have a way of coming to define us.

“For me, my birth name meant very little, even to me or my parents. It was the name of a great man in the history of our people, neither a popular name or a very rare one. I could say it to you now, but it wouldn't tell you any more about who I am than you already know just by looking at me. I haven't been called by that name in over two centuries. Anyway, it's in High Gallifreyan, so you wouldn't really be able to understand it, or pronounce it.”

“Gallifreyan,” Spencer repeated, liking the sound of it. “Is that what your people are called?”

“Maybe this can help you understand what I'm talking about. My home planet is called Gallifrey, and the people who inhabited that planet were named Gallifreyan for a long time, and though we are their descendants, we are not called Gallifreyan. When we came into possession of our temporal technology, we gave ourselves the title of Time Lords. To my people, Gallifreyan no longer describes who we are. Do you understand?”

“Uh,” Spencer said, staring up blankly at the perfectly puffy clouds above. “Not...not really.”

Maestro chuckled. “For me, Maestro began as a taunt. I was an awkward child and I didn't fit in, which is not a good thing among Time Lords. All outsiders are looked upon with equal distrust, whether you're of above average intelligence, or particularly skilled at some craft, or if you're a goddamn sociopath,” he said it with particular venom, and Spencer figured Maestro must have known someone who fit the bill. “It doesn't matter, because all it boils down to is you're _different_.”

“I was more interested in learning than my classmates, and they saw me as a teacher's pet. On top of that I showed an affinity and talent for music that wasn't exactly appreciated by my family. One of my brothers started calling me Maestro in the way someone of your world might call a child a know it all, and it stuck.”

“That's shitty. Why the hell do you call yourself that, then?” Spencer demanded.

“Because my birth name held no meaning for me, and if I let them continue to use it as a taunt, it would come to define me in a negative way. So I decided to claim it and take the power away from them,” Maestro said. “If I took the title for myself, I could draw some measure of power from it. It's served me well enough. During the war, others were happy to overlook my differences, as long as it helped us win. And I was damn good at what I did. The title seemed like a self-fulfilling prophecy at the time.”

“And now?” Spencer said. “I thought you said the war was over?”

Maestro nodded thoughtfully. “I guess I could take another name. A real name.”

“No,” Spencer said quickly, “I didn't mean—I just didn't understand, but what you said...I mean if you want to be Maestro, then that's what I'll call you.”

Maestro gave him a bright grin. “See, I knew there was a reason you're the one who noticed her,” he said. “And anyway, you're right: the war is over, and my family are far away and all those jackasses I knew as a child are as good as dead to me. Why shouldn't I have an actual name?”

“Even if I can't pronounce it,” Spencer said, snorting at the idea.

“So persistent, Spencer,” Maestro said. He pulled a face. “Fine, if it with ease your curiosity. They called me,” and then he made a sound Spencer could never hope to reproduce, or even properly describe, only that it sounded like it started with a _br_ and ended on an _n_ , and the in between was something beautiful and lyrical, Maestro's voice ringing out deep and clear as if in song.

Spencer smiled in awe. “That's your _name_?” 

“It was my name,” Maestro said. “Now I'm going to have to think of a new one.”

“Seriously,” Spencer said. “I'll call you Maestro. I was being a dick. I'm sorry.”

Maestro wasn't paying him any attention. “It's important to pick the right name,” he was mumbling. “Like John's a perfectly fine name for an alias. Boring. Unassuming. But I don't want to be defined by it. Hmm...it might take a while to choose.”

Spencer sat up, brushing sand from his shoulders. The sand here magically didn't get into everything like the stuff back home. It slipped easily from his skin. “You know, your people kind of sound like douchebags.”

Maestro arched a brow at him. “The same could be said for your people.”

“Okay, true,” Spencer said. “So people are, in general, douchebags. And kids are always going to be little jerks. I got teased all the time for my hair or because I was fat or because Ryan was my best friend and he's a fucking weirdo...but at the end of the day I had Ryan, and I had my family, and they were so great it made it easy to ignore the teasing. And Ryan's dad, he was...not great at being a dad, but he loved Ryan, and he tried, ya know. But your family—to treat you that way just because you're smart or talented or whatever....”

“Oh, I think they loved me, in their way,” Maestro said. He looked sort of miserable and there was an air of longing about him. Spencer felt like a dick for bringing up this whole line of conversation. “But I was an embarrassment, and they just didn't know what to do with me.” 

Spencer made a vow to himself right then to stop giving Maestro shit over his clothes, and whatever else, so he didn't think Spencer was embarrassed of him. “Well, fuck them,” Spencer muttered. “I mean, you are a weirdo, but Ryan is too, and you're both pretty fucking awesome, so fuck anyone who doesn't get that.”

Maestro rocked into him, bumping Spencer with his shoulder, and smiled up at him. It was sort of shocking to Spencer, every single time he noticed how seriously gorgeous Maestro was, and he had to remind himself to smile back and lean into Maestro, telling his stupid heart to stop pounding so hard. “You're alright yourself, Spence,” Maestro said.

“But seriously, Time _Lords_? How pretentious can you be?” Spencer asked. 

Maestro laughed out loud at that one, rolling onto his back. “I've got a TARDIS, mother fucker, so I'd say it's fitting. And speaking of, I think we've been lazy long enough.” He sprung to his feet, making it look easy, and offered Spencer a hand up. “There's still so much to see here, and I've got plans, Spencer. There are things I have to show you beyond this tiny system.”

Spencer let Maestro link their hands together, running to keep up as Maestro headed back to their bungalows. His heart was mostly under control, anyway.

*

On the planet Terpsichoran, it was always night time. The streets didn't look much different than those in a small, historical town on Earth might, with cobblestone underfoot and brick edifices, and glowing marquees over each dance hall. Except it was all so pristine, it was hard to believe it was real. Instead Spencer felt like he was on a movie set or walking through a theme park.

Spencer hadn't thought he'd enjoy this planet—he wasn't much of a dancer. Ryan had dragged him to a few clubs in high school, but by the time Spencer joined him in college, Ryan had resigned himself to the fact that Spencer just wasn't into it. And ballet was seriously boring, if being forced to sit through the Nutcracker at school every December was anything to go by.

There were dance clubs on Terpsichoran, full of thumping bass, or what sounded like country music, or strains of classical music spilling into the street when they passed. But there was so much more. Beautifully groomed parks were lined with benches where you could sit and watch the street performers. 

Spencer spent a lot of time with his jaw hanging open watching the various dancers that passed through, doing everything from break-dancing to ballroom dances, moving their bodies in ways that were frankly sort of impossible to believe. One guy didn't seem to have any bones, as far as Spencer could tell, the way he was able to twist and bend, dropping to the ground and rising back up again as if lifted from above. 

At one point a group of dancers invited their crowd to join them, and Maestro tried to drag Spencer up with him. Spencer pushed him off saying, “I think I'll just watch.”

Maestro shrugged and ran off to join the crowd, and he looked happier than Spencer recalled ever seeing him, in the brief time they'd known each other. It was easy to see why, when he started to dance. At first he was just goofing of, as many of the others were doing, but he was good at it, even when he was just being stupid, moving smoothly in time with the beat. 

Then the dancers started to try to teach their moves. Most of the people didn't get it, though a few were decent. Maestro, though...he looked like he'd been dancing all his life. Even the professional dancers looked impressed by him, teaching him more and more advanced steps, which he followed seamlessly. Spencer secretly thought Maestro did a better job than they did when he started improvising his own move, springing into a backflip that had the crowd cheering. After that the dancers not-too-subtly ushered him out of the way.

Maestro came back and dropped down to the bench at Spencer's side, barely even breathing heavily. “Maybe this body isn't so bad after all,” he said, beaming. “I don't think I could have done that before.”

“That was awesome,” Spencer said fervently. “Dude, they were embarrassed by how awesome you were.” Maestro threw back his head and laughed. There was sweat along his brow and his cheeks were flushed, and Spencer had to look away.

After they'd watched several dozen performances, they wandered through the city, eating food from the street vendors. As they walked, they had to dodge the couples waltzing along, the acrobats swinging from lampposts. Spencer felt more than ever like he was in a play, surrounded by extras. It was surreal, but not bad, especially when Maestro kept randomly joining in the dances—spinning a girl under his arm as she giggled in surprise and delight—snatching an umbrella from an outdoor market and twirling it around like he was freakin' Gene Kelly.

Spencer was sort of embarrassed, but he wasn't about to say anything to Maestro about it; he looked too purely happy. He even gave in when Maestro drew up to him, hand on Spencer's hip, and took his hands. “I don't know how to dance,” he said in token protest, but he was smiling.

“Neither do I,” Maestro said. “But this body does.” He gave a push and Spencer went, letting Maestro lead them in a wide arch down the street, weaving in and out through the dancers and visitors.

“You're blushing, Spencer,” Maestro said, and sounded delighted.

“Because I feel like an idiot,” he said.

“But it's fun,” Maestro said.

Spencer had to remind himself once again that anyone who ever knew him was thousands of years away and these strangers who saw him now probably weren't giving him a second thought. And even if they were, so the fuck what? So he made himself relax and gave in, even throwing in a few of the moves he knew, because as the older brother of twin sisters, he'd been suckered into more than one dance party in his childhood.

“See,” Maestro said, “Somewhere deep inside you're just as big a weirdo as I am.”

“Maybe,” Spencer said. He tried to sound grudging, but he was afraid his smile gave him away.

Eventually they ended up at a show in the heart of the city where there was a towering dance theatre. Stained glass windows covered the entire front of the building, spanning several floors and casting multi-coloured light onto the street. The inside of the auditorium was all gold trim and red velvet, and more of the high society type in their fancy dress. 

They'd dressed up in suits for tonight, Maestro in a shiny blue thing that wouldn't have looked out of place in 1960s Las Vegas. Spencer was never going to be that ostentatious, but he'd found a black suit he'd actually liked, with dark sequins over the shoulders and lapel, and an off-centre button up shirt with a slight ruffle at the collar. Just ridiculous enough to match with Maestro, but not enough to stand out as much as he did. They were getting approving looks from the upper crust, anyway, so apparently they'd done alright.

“This is one of the newest shows on the planet,” Maestro explained, as they made their way to the box seats. “Everyone's clamouring for tickets. Rumour has it they've already gone through five directors, because it's so emotionally taxing.”

“Wow,” Spencer said, with faux enthusiasm. “Sounds like an absolute blast.” Maestro rolled his eyes but didn't remark. 

Their box was occupied by two other couples—one who looked human, the other composed of what looked to be giant, tailed frogs with purple spots, though Spencer forced himself not to stare—and a young, frail-looking woman. Her skin was pale and with her white blonde hair she had the appearance of a ghost. “Is it your first time?” she asked them, her voice breathy, when they'd taken their seats.

“Hello,” Maestro said, taking her hand and placing a kiss on the back. “Yes, we've just arrived in the system. I'm the Maestro, and this is my friend, Spencer Smith.”

“I'm Callie Maxwell,” she said. “This is my twelfth time.” She blushed as she spoke, and it only made him paleness all the more striking. “It's such a beautiful performance. I wish I could see it every night.”

“Twelve times,” Maestro said. He shot Spencer a sly, sidelong glance and added, enthusiastically, “Wow. Sounds like an absolute blast!” Spencer fought the urge to flip him off.

Callie nodded. Spencer wished she wouldn't—her neck looked too delicate to hold the weight of her head. “Father's had to pull all sorts of strings to get the tickets, but I can't help it.” 

Spencer flipped through the programme, losing the thread of what Callie was saying to Maestro. There was an article on the difficulties of bringing the production to the stage. Auditions had taken over a year, and then once rehearsals had begun several dancers were replaced. Before the show ever came to the stage they'd already blown through two directors. Besides that there had also been three different assistant choreographers in.

The mysterious choreographer and composer of the ballet, the impossibly named Plexus Grin, had refused to discuss his show with any news oulets. Of course, the mystery of it all only added to the hype surrounding the show.

As far as ballets went, it sounded fairly interesting. Everything Maestro had showed him so far had been pretty awesome, so he was willing to hold judgement until he'd seen it. When the lights began to flash and the crowd quieted, Spencer leaned back into his seat.

The next thing he knew, he was blinking awake, cheek resting on Maestro's shoulder. The house lights were up again and below them the audience was milling around. To Spencer's ear, the murmur of conversation sounded like a roar.

Rubbing at his eyes, Spencer sat up and snuck a sheepish glance at Maestro. At least Maestro looked amused by it, rather than annoyed or angry. “I can't believe you,” he said, half-laughing.

“Did I miss anything interesting?” Spencer asked. He felt odd. Hollow, or something, he didn't know how to describe the sensation. It had been a while since they'd eaten. “Hey, can we get something to eat?”

“We still have half the ballet to go!” Maestro admonished. “I mean, we wouldn't want to deprive you of more beauty sleep.”

“Oh, blow me,” Spencer muttered. “I don't even know what happened. I guess it's all the hopping from one planet to another. I don't even know how many days it's been since we left Earth. Five days? Seven?” 

Spencer had lost track on Margaritaville, and then they'd seen at least a dozen plays over several days on Dionysus, and another couple days in the museums and island hopping on Harmonia. At night they'd visited the various moons in the system, some of which were resorts, but most of which had dining establishments and bars.

They'd briefly toured The Library, which was breathtaking in size, row after row, stack after stack of books spanning all of written human history. All of the books were electronic tablets designed to look like paper books, which Maestro had explained was to avoid shadows. Spencer hadn't bothered to ask for an explanation of that one. The grim way Maestro had said it told him he probably didn't want to know, and would never look at shadows the same way, if he understood.

When he thought about it, Spencer realised it had to be closer to a couple of weeks, yet it seemed to have flown by. No wonder he was so tired. He tried to think of what he'd be doing at home, if two weeks had passed there.

“Spencer?” Maestro placed a hand on Spencer's. “Are you okay? You look pale.”

Spencer turned his hand palm up so he could lace their fingers together. It didn't seem strange any more; it was just something they did. “I'll be fine after I sleep for a day or two,” Spencer said, smiling to reassure Maestro. He glanced around and noticed Callie's seat was empty. “Where did she go?”

“She swooned during the first bit. One of her attendants took her out.”

“Talk about looking pale,” Spencer said. “She looked really sick.” 

“Something going around, isn't there,” the frog creature to his left said. Spencer was assuming it was female, from the pitch of it's voice. When both Maestro and Spencer turned to look at her, she said, “Couldn't help but overhearing. Voices carry in here, you know?”

“You said it's something going around,” Maestro prompted.

“Oh yes,” she said. “Everyone's be talking about it at the Faulkners. They say there have only been a handful of cases so far, exclusively among the wealthiest citizens, and the doctors have no idea what's causing it—or how to go about treating it.”

“That's no good,” Maestro muttered, pulling a pair of red-rimmed reading glasses from one jacket pocket and donning them, then drawing his conductor's baton from the other. Spencer didn't even know how he'd been keeping them in there without ruining the lines of his suit. Maestro started fiddling with the baton, aiming it at Spencer, at it was a little disconcerting.

“No,” the frog woman agreed. “I think Edwin Maxwell just keeps trading favours to get her into the ballet because he knows she doesn't have much time left. Two of the older humans stricken with the illness have already passed.”

“No good at all,” Maestro said, mostly to himself, squinting at the baton like he could read it.

“What?” Spencer snapped. “What are you doing to me?”

“It's just a scan, chill out,” Maestro said. Then he stood up abruptly. “Come on.”

Spencer got to his feet without really thinking about it. “But there's still half the show,” he protested, following Maestro from the box.

“Yeah, and you're really going to be sorry to miss it, I'm sure,” Maestro said.

“You know, you get snarkier and snarkier every time you open your mouth,” Spencer remarked. Maestro had also gotten more casual, and seemed to curse more frequently now, too.

“A regeneration isn't just a new body,” Maestro said. His voice still had that absent quality as he walked blindly down the hall, managing to dodge the people passing though he was staring at his baton. “It's a new everything. All the components are the same, but they get all mixed up, and it takes a while for everything to settle. Personality included. And anyway, you're kind of a snarky bitch yourself, so why should you have a problem with it?”

Spencer smiled and shook his head, even though Maestro couldn't see it. It was true, after all. “Survival mechanism of being best friends with Ryan Ross,” he muttered. “And I don't have a problem with it. I was just making an observation.”

Maestro stopped short at the foot of the staircase and Spencer almost ran into him. He caught himself on Maestro's shoulders to keep from tipping over. “What?” Spencer asked. He leaned over Maestro to get a better look at the baton, but all he could see were a few brightly coloured lights, and all he could hear was a soft mechanical whirring noise.

“This way.” Maestro said, turning to look back at Spencer, so close their cheeks brushed. To Spencer the moment seemed to stretch on for an eternity before Maestro actually stepped in the direction he'd indicated, leaving Spencer stumbling down the last step after him.

“Where are we _going_?” Spencer asked.

“First,” Maestro said, leading Spencer down a back hallway that seemed to run alongside stage left, “I'm going to figure out what's going on around here, and then we're going to get you a shot of vitamin D, a big plate of krill, and a nice cup of matcha.”

“I don't. I don't even know what that is,” Spencer said. Maestro didn't explain, but then Spencer wasn't exactly expecting him to.

They came upon a room with a closed door, and Maestro made a satisfied noise before lifting a fist to knock. A moment later a stern-looking middle-aged man answered. 

“I was looking for Miss Callie,” Maestro said.

“She's unwell,” the man said gruffly. Maestro produced his psychic paper, and whatever the man saw had him opening the door a bit wider. “What would the CDC be doing here?”

Maestro eased himself through the door, brushing past, and Spencer followed, nodding awkwardly at the man. “I'm with him,” he said, gesturing after Maestro.

Callie was laid out on a sofa, breathing heavily, one delicate wrist pressed artfully to her forehead. “Oh, Maestro, Mister Smith, you're going to miss the rest of the show.”

Maestro sat on the edge of the sofa and took her hand in his, pressing his fingers to her pulse. “You had quite a turn back there,” he said. “How are you feeling now?”

“I should be fine in a few minutes,” she said. “Then I can see the third act.”

Maestro ran his baton along her, as he had with Spencer and made a tsking noise. “What is that?” the man demanded. “What are you doing?”

“I'm trying to heal your daughter, Mister Maxwell.”

Maxwell scowled at him. “She's been seen by the best doctors on Earth—in the Universe. I've had them transported in from other systems, and none of them can say what's happening. And you come in here from the CDC and say you can help her?”

Maestro was looking at the baton intently. “Same as you,” he said, mostly to himself, “though obviously much more advanced. Cellular degeneration on a massive scale.”

“We know that,” Maxwell said impatiently. “Just not what's causing it, or how to reverse it.”

“I'm working on that bit,” Maestro said. “Right now you need to get her home and into bed.”

“But I'd miss the ballet!” Callie protested. It was the most spirited Spencer had seen her, as she tried to sit herself up and collapsed back. “Father, please!”

“You would deny her the only thing that gives her pleasure? Her only escape?” Maxwell said.

“Her only pleasure is the thing that's killing her,” Maestro hissed at him, his expression fierce. Spencer had to fight the urge to step back. He was reminded of that moment in the caves under the science building, when Maestro had drawn the shadows to him. “So if you care for her at all, you'll take her home and keep her there until I come to you.”

Maestro got to his feet and headed for the door saying, “Spence, with me.”

Spencer waited until they were alone in the hallway to express his annoyance. “You know, I don't mind following you all around the universe saving lives, if that's what we're going to do,” he said, almost jogging to keep up, “but I'm not a fan of just going along, taking orders blindly.”

“Don't you trust me?” Maestro snapped.

“Don't be a dick,” Spencer said. “Obviously I do, since I'm here.”

“I'm sorry,” Maestro said. He brought them to a stop just inside another doorway, this one leading to a darkened hall. “I'm used to being on my own. I've never had to explain myself to anyone before.”

“Fine,” Spencer said, “but now you can start.”

Maestro gave him an exasperated look. “There's something here—I don't know if it's part of the theatre, or one of the ballerinas or danseurs, or something else entirely—whatever it is, it's causing this cellular degeneration. You're showing signs of it, as was the Ranfo sharing our box, but it's relatively minor. You're young, and your body will repair itself. Callie's been exposed to it repeatedly, and it seems as though the effects are compounded each time.”

“But all those directors and composers, they must have seen it way more than a dozen times, and none of them died. Callie looks like she might drop any second,” Spencer said.

“I don't know. Without knowing what's causing it, I can't say, but I can guess. Something to do with emotional involvement, maybe,” Maestro said. “After all, seeing the ballet just once seemed to have little effect on most, but only the first half of the play caused quite a lot more damage to you.”

“I didn't even see any of it,” Spencer said. “I just fell asleep. There wasn't any emotional involvement.”

Maestro gave him a strange look. “You weren't asleep,” he said. “Not until halfway through the second act.”

“Nooo,” Spencer said slowly and laughed uncertainly. “The lights went down and I guess I was just so tired. It knocked me out.”

“You were most definitely awake,” Maestro said. He stepped closer to Spencer and took his hand. “You don't remember? You were crying.”

Spencer scoffed. “Yeah, I think I'd remember that,” he said.

“Never mind,” Maestro said. “We can worry about _that_ later. Right now we need to find what's causing all of this.

In the distance, Spencer could hear the orchestra starting to play again with the end of intermission. The hall opened into the backstage area, cluttered with lighting equipment and the sets for each scene tightly stacked in rows. There was a stair case leading up and down. Light glowed from below, and voices rose up, but the stairway up led into darkness.

“We can cover more ground separately,” Spencer said. “That is, if you trust me on my own.”

Maestro rolled his eyes. “Now who's being a dick?” He said. He pulled his psychic paper from his pocket and handed it over. “Just be careful. I'll meet you up back here in twenty minutes.” Without further instruction, Maestro headed up the steps, leaving Spencer to go down.

Downstairs was well-lit, with several open doors and dancers bustling around busily between them. One of the girls saw him and stopped short, giving him a speculative look. Spencer had no idea who to say he was, or why he was there, so he just fumbled with the psychic paper and held it out for her to see.

“Oh,” she said, face lighting up with a grin. “Well, hello, Mister Smith.” She held out a hand for him and he remembered Maestro kissing Callie's, and did the same. The girl giggled. “I'm Bedelia. Shelly—” she grabbed another passing dancer. “This is Mister Smith with the Chronicle. Are you here to talk to anyone in particular?”

Chronicle, okay. Sounded like a newspaper or something. He could totally work with that. Spencer cleared his throat. “Uh, actually, maybe you could help.” He leaned in conspiratorially. “Everyone's really curious about this Plexus Grin guy, and why the show's gone through so many directors and choreographers. Would you guys know anything about that?”

“Well, no one really sees Mister Grin,” Shelly said. “He only ever sits up in his box.”

“You've never met him?” Spencer asked.

They both shook their heads. “Never even properly seen him,” Shelly said. “His box is always dark. One of the danseurs, Erich, saw him one time, and said he looked really weird.”

“Then Erich was dropped from the production a few days later,” Bedelia said. “Said he hasn't got a single callback since. Poor guy.”

“Did he say how Plexus looked weird?” Spencer pressed.

Bedelia shrugged. “Just weird, he didn't really say.”

“You know who else has seen him,” Shelly said, “Matilde goes up and sees him in his box before every performance. She only got the part because of him.”

Spencer recalled seeing the name in the programme. Matilde was in the lead female role of Karatina. “It was a huge scandal,” Bedelia said, “prima ballerina Alexia Corella had already been rehearsing for the role when Mister Grin returned from a business trip. He was furious, told Albert—”

“He was the first director,” Shelly interjected.

“That he had already chosen who would play Karatina,” Bedelia finished. “Said he wrote the role for her. But no one had even heard of her before. It's like she came out of nowhere.”

“She's not gonna tell you anything about him, though,” Shelly said. “She won't talk to any of us. Acts like she's better than all of us. Word is, she doesn't even speak Standard.”

“What about all the directors leaving?” Spencer said.

“It's a lot of work,” Bedelia said. “I've done a few shows before, and none of them like this one. Mister Grin is very particular. I guess it takes a lot out of them. Poor Albert took an early retirement, and I heard Stella and Markov went on sabbatical and haven't come back.”

“But none of the dancers have quit?”

“Nope! You know, it's funny, 'cause Mister Grin is so hard on the directors and the choreographers and costume designer and stuff, but other than Matilde, he's been pretty easy on us. He replaced a bunch of dancers during rehearsals, but other than Erich, no one's been let go. Of course, no one cares what we look like, they all just come to see Matilde.”

“She's good,” Shelly said, making a face, “but I don't see the big deal. She does everything _exactly_ the same, _every_ performance. I mean, if all you want is technical perfection, fine, but there's no individuality. No real passion. All the reviews say how beautiful and emotional the show is, but I don't see it.”

That was interesting. Spencer needed to make sure he told Maestro about Matilde's identical performances, night after night. And maybe they could find this Erich guy, and get some more information out of him about Grin. He thanked them and went in search of more people to talk to. 

Everyone was eager to talk, though sure to ask their names be left out of an article, but none of them had any better answers than what Shelly and Bedelia had already given him. According to all those involved in the production, Plexus mostly in the background, only directly speaking to the current director and assistant choreographer, and only then through a communication device.

Following the twists and turns of the hallway, Spencer came upon a dressing room with Matilde's name on the door. There was no one around back here—all the occupants of these rooms were up on stage, or waiting to be, no doubt. He tried the handle and was fairly surprised when it opened. He glanced around to double check no one saw him, and slipped inside.

Spencer's heart was pounding, probably from the adrenaline. He'd never thought of himself as a detective, but it was pretty exhilarating. He really had no idea what to look for, though. The dressing room looked like he would have thought it should—a rack where her costumes hung, a full length mirror lined in lights, a plush looking sette, and a vanity laden with make up and jewellery. 

There was a vase of exotic-looking blue flowers with these strange black shoots that moved as if they were stirred by a breeze, though the room was still. Spencer fished the card out from between the leaves. _Your heart beats within me ~ P_

Hanging from the mirror was a necklace that caught Spencer's eye. The pendant was a green stone in the rough shape of a human heart and was held in place by strands of gold that looked almost like claws of a hand, squeezing it. Without really thinking about it, Spencer reached out to touch it.

All at once, there were voices echoing in Spencer's head. There were too many chattering busily for him to pick out just one, or to understand what they were saying. He caught a glimpse of himself in the mirror and saw himself, pale and hollow-looking, surrounded by dozens of smoky, hazy forms. He stumbled back a step and looked around, but the room was empty. The voices stopped as abruptly as they'd begun.

Disconcerted, Spencer snuck back into the hallway. He felt exhausted, and that empty aching feeling had gotten stronger. He hurried back down the hall and up the steps, sighing in relief when he saw Maestro poking around at the side of the stage.

“Hey,” Spencer whispered. “Find anything?”

Maestro turned to look at him and he frowned, brow furrowed. “Spencer, you—Come on, we're getting out of here.”

“What?” Spencer asked, as Maestro grabbed him by the elbow and began dragging him off. “Did you find what was causing it?”

“Not exactly,” Maestro said.

“Then why are we leaving?” Spencer demanded.

Maestro didn't answer. He led them to a door that opened up to the alleyway behind the theatre. “Plexus Grin isn't in the theatre right now, and _you_ need some rest.”

“I'm fine,” Spencer protested. “I found out a lot of stuff from the ballerinas.” He relayed to Maestro what he'd learned as Maestro wove his way through the crowds towards one of the transmat stations.

“We can worry about it in the morning,” Maestro said. There was a finality to his tone, and normally Spencer would have bristled at it, but he was too fucking tired at the moment to get worked up.

Maestro got them back to their hotel on Harmonia and dragged Spencer straight into the TARDIS. They took a different route this time, ending up in what looked to be a cosy kitchen, straight out of the fifties, nothing like the one he'd spied on their previous trip. Maestro told him to sit at the table, then turned on a kettle and began to rummage through the cabinets.

“Did you touch something?” Maestro asked. “Something that looked alien?”

Spencer thought back to Matilde's dressing room—the clothing and furnishings. The flowers. He didn't remember anything else sticking out, and the more he tried to remember, the stronger that hollow pang in his chest ached. He told Maestro about the flowers and the message that accompanied them.

“Here.” Maestro came to the table with a steaming cup of thick, pale green liquid and a plate of scones. Spencer picked one up and sniffed it, making a face. It smelled like the ocean, and not in a good way. “Just eat it!” Maestro snapped.

Spencer scowled at him, in that way that made even Ryan shut the fuck up and take a step back. To his credit Maestro didn't seem intimidated, but his face softened. “Please, Spence, just eat it. You'll feel better. And drink your tea. I'll be back.” 

Left alone in the oddly cheery kitchen, Spencer felt unsettled. There was something about this TARDIS that made him uneasy. Who knew how big the thing actually was? And what was behind those freakin' curtains? This kitchen shouldn't look so normal and small. He distracted himself by focussing on the food.

The scone was truly terrible, but the tea wasn't too bad—bitter, but kind of nutty. He ate the scone as quickly as he could, chasing it down with big swallows of tea. True enough it did seem to ease aching feeling, little by little.

Maestro returned a few moments later with a shiny silver and glass gadget with a clear liquid sloshing around inside. “This might sting a bit,” he said, and that was the only warning before he pressed it to Spencer's neck. There was a brief prick of a needle which wasn't too bad, but then the liquid began to push through his veins, burning.

Spencer gasped at the pain, squeezing his hands into fists, nails digging into his palms. “Jesus fuck, what the _hell_ , Maestro?”

“Just a cocktail of vitamins and amino acids to help hurry along your recovery.” 

“Why don't you just _tell_ me these things, instead of just shoving a needle in my fucking neck? Seriously, what the fuck?” Spencer rubbed at the spot, but it didn't make it any better.

“Here,” Maestro said, pushing his hand away. He pressed hard at the spot with his thumb and massaged down Spencer's neck, towards his shoulder, pushing his shirt and jacket aside as much as he could. Slowly, the burning subsided. “I'm sorry. I just didn't think of it.”

“Fine,” Spencer muttered. He guessed he couldn't be too pissed when Maestro was trying to help.

Maestro stopped rubbing, but his hand remained on Spencer's shoulder. “You should get some sleep. We can worry about Grin in the morning.”

The absurdity of the statement made Spencer snort in amusement. “Sentences I thought I'd never hear spoken,” he said.

“There's a bedroom just through here,” Maestro said, giving Spencer a hand up from the table. They made their way down the hall. “The TARDIS can monitor your vital signs more easily here, and let me know if we need to take any further measures.”

“I don't want to sleep in here,” Spencer protested.

“Why not?” Maestro asked. He pressed a button on the wall and a door opened. “It's quite comfortable. Just as nice as the hotel.”

The thing was, the room looked really nice. It looked like the sort of room he'd have if he had enough money to buy whatever he wanted. Rich, warm colours and dark wood, with lots of fun, quirky accents that made Spencer think of a carnival—a framed set of the major arcana of a tarot deck, lace shawls draped over lampshades casting the light in dark colours, antique globes, and old glass morphine and opium bottles, and a seriously freaky and awesome wind up monkey with cymbals on its hands, and a dozen other odds and ends. 

The open closet gave him a glimpse of clothing that he would swear was his own. There was even a drum kit in the corner of the room by a window that opened to a view of the starry sky, though Spencer knew they were deep within the ship.

“See, this is _creepy_ ,” he said. “Like, that window can't exist. And how does it have my fucking clothes?”

“She's trying to be nice,” Maestro said. He looked honestly bewildered, with an option on pissed. “She's trying to make you feel at home. You know, I haven't had a lot of people in here, but you're the first one she seems to like.”

“You're talking about it like it's alive,” Spencer said slowly. “Don't you see how that's fucking weird?”

“She is alive, in a way,” Maestro said. “She's not bad, Spencer. Just because you don't understand her doesn't mean you should fear her.”

Spencer eyed the room with mistrust, crossing his arms over his chest. It was childish, but he wanted to absolutely refuse to sleep here. He couldn't explain it at all. “There's a perfectly comfortable bed right outside, in the hotel,” he said.

“The TARDIS can keep an eye on you when you're outside, but it would be better for you to stay here.” Maestro sighed and threw a hand in the air. “Look, if you're going to travel with me, you're probably going to be sleeping in here from time to time.”

“Fine!” Spencer snapped. “Fine, I'll sleep inside your 'alive in a way' spaceship.”

Maestro nodded and just stood there, glaring at him. “Okay,” Spencer said. “So you can get lost now.”

“My room is down the hall,” Maestro said. “Turn left, then right at the hall, and it will dead-end in my door.”

Once Maestro was gone and the door closed behind him, Spencer went to the closet. None of the clothing was actually his, but it looked like the sort of stuff he would wear, in the right colours and sizes. There were a pair of soft pyjama bottoms and a matching, button up shirt folded on the rack. “Thanks, I guess,” Spencer said out loud. He wondered if the ship could see him.

Though he thought he'd have trouble sleeping, the bed was incredibly comfortable. The light from the stars outside the window cast a soft, orangey glow over the room, and the whole place had a faint smell that reminded him of his grandma's house. He should have been bothered by the fact that she must have been reading his mind to know all these things comforted him, but it was nice that she was trying so hard.

Spencer drifted off to sleep with memories of band practice in his grandma's garage and fresh-baked chocolate chip cookies, and the feeling that all was right in the universe.

*

When Spencer woke, the TARDIS smelled like pancakes. He stretched, still half-asleep and rolled over in bed, breathing deep. Hanging around the edges of his memory were the dreams he'd had, but the more he tried to cling to them, the more quickly they slipped away. Something about Maestro in the war he spoke of?

Spencer changed into a pair of jeans and a pink screen-printed tee and stumbled down the hall to the kitchen. Maestro was standing at the stove, still in his clothing from the evening before, but with a ruffley apron over it. It was sort of hilarious and endearing. 

“Hey,” Maestro said, looking at Spencer over his shoulder. His expression was wary.

“'Smells awesome,” Spencer said.

“I've been looking into Earth cuisine of your time,” Maestro said. He flipped the pancake in the pan. There was already a pile of them on a plate on the counter. “Grab a plate. There's syrup and milk on the table.”

“Thanks,” Spencer said. He still felt groggy, but he would never say no to pancakes.

Maestro finished up the batter and turned off the stove and joined Spencer at the table. He sat another cup of the green tea in front of Spencer. “Did you sleep okay?”

Spencer swallowed his mouthful and nodded. “Actually, yeah. I passed out right away.”

“I don't imagine,” Maestro said. “That ballet did a number on you. I went over your bio-scan a couple of hours ago, and most of the damage has healed. It will be a couple of days before you're entirely recovered. Until then—” he nudged at the tea. “Drink up.”

Over breakfast, Maestro told Spencer about the other research he'd done overnight. He'd found where Erich was living, in a loft apartment on one of the moons of Dionysus and as soon as Spencer was done they were going to hunt him down. Plexus had been more difficult to research. The TARDIS had been unable to find any information on him prior to two years ago, which was apparently unheard of for anyone in the universe, ever.

“I'd like to know what we're going up against, before we go after him,” Maestro said. “Despite what you saw on Earth, I don't generally run into these things head first.”

“Right,” Spencer said, leading, “because you were a spy.”

Maestro shot him an unreadable look. “I guess. In a way. There was quite a lot more to it than that. In your language, I think assassin would be a better term.”

“Wow, putting it right out there,” Spencer said. He wasn't exactly shocked by the information, just the blasé way Maestro said it.

“You know I killed in the war. There's no point in hiding from it or lying about it. When you're at war you do things you wouldn't otherwise do.”

“I know,” Spencer said. He really, really didn't, of course, but he could understand. “Are you going to kill Plexus.”

“I don't know, Spencer,” Maestro snapped. “I have no idea who he is, or why he's doing this, or if he even knows what he's doing. If I have to kill him, I will. Is that okay with you?”

Spencer stared at his plate, poking at the pancakes with his fork. He wasn't hungry any more. He was only eating because it tasted good and it was comforting. He sat down his fork and looked up, meeting Maestro's gaze. “If that's the only way to stop him from hurting other people, I guess. I haven't exactly thought about killing people before.”

“I'm not asking you to kill anyone,” Maestro said.

They didn't really talk on their way out of the TARDIS or the trip by transmat to the moon. Spencer hated this weird tension, and it was stupid anyway, because he honestly didn't think he was bothered by the idea of a bad person dying. A person who was killing other people—a person who'd hurt him. 

Erich's loft was outside the commercial district of the moon, blocks away from the restaurants and shops. The further they walked from the city centre, the scarier it got. There was still a lot of foot traffic, but the people looked shifty. Deals were taking place in alleyways for no doubt illegal goods. Spencer stayed close to Maestro, who didn't seem any more out of place here than in the expensive box seats among the wealthiest citizens.

When he let them in, Erich was already drunk, despite the early hour. He blinked blearily at the psychic paper and waved them through the door. “Don't know what the Chronicle would want with me,” he said sloppily. “Haven't worked in months.”

“Actually that's why we wanted to talk to you,” Spencer said.

“Ah,” Erich said. “So this isn't about me.”

“You're the only person we heard of who's actually seen Plexus Grin,” Maestro said.

Erich shuddered. “Worst thing that ever happened to me. He was a creepy looking bugger anyway, and then he goes and has me blacklisted.”

“This is more than just a fluff piece,” Maestro said. “We think there might be something going on in the theatre that's making people sick.”

“You mean like the directors and the choreographers,” Erich said.

“Them, and the illness going around at the Faulkners,” Maestro agreed.

“Come off it,” Erich scoffed. “What has he got to do with that?”

“Whether he has anything to do with it or not, wouldn't you like to give us the dirt on him?” Spencer said. “Get back at him for what he did to you?”

Erich eyed him and Maestro in turn and finally said, “Alright, what'cha wanna know?”

“You told the others he looked odd. In what way?” Maestro asked.

“I don't know,” Erich said. “Like, kinda blue skin, but not like a Crespallion or a Groske. Like he was really cold or something. And his hair was all wiry—it didn't look real. And his skin was sagging. He just didn't look right.”

“Was there anything else about him?” Maestro pressed.

“Nah,” Erich said. “Only saw him for a second. He was wearing a flash suit and this big old emerald necklace, and he was sitting in the shadows of his box, staring at Matilde. It was creepy as all hell.”

Maestro thanked Erich for his time and made their excuses. It was only once they were outside that Spencer realised how badly the loft had smelled. Spencer hoped that once this whole situation was dealt with, Erich would be able to find work again.

“Arcateenian, if I had to guess,” Maestro said.

“What?” Spencer asked. It was easier to keep up with Maestro's pace now that he was rested.

“Blue skin, with black, hair-like tendrils on their heads and backs. Communicate telepathically. Though I haven't heard of one this far from home.”

“And they cause this sort of damage?” Spencer asked.

“Usually, if it comes down to maintaining a different form, they eat the hearts of the species they're copying.”

“Awesome.”

“It is curious,” Maestro said. “He could easily take the heart of any human here. These people are outcasts, no one would miss them. Instead he takes a little energy at a time, from a large group.”

“So he's a nice soul-sucking alien?” Spencer said.

“Callie is still quite ill,” Maestro said. “And he hurt you.”

“Yeah, but I'm fine now,” Spencer said, holding out his arms. “Full of tea and pancakes.” His neck was still a little sore, but he wasn't going to whine about it.

“You came with me to see the universe, not to have your soul sucked,” Maestro said.

“It's not like I suddenly want to stop seeing the universe now, if that's what you're worried about,” Spencer said.

Maestro gave him a quick smile. “Good.”

*

They spent the day trying to figure out where Plexus Grin lived, but there was nothing but rumours. The most popular was that he lived in a luxury ship that circled the planet, but their were hundreds, if not thousands of those around Terpsichoran alone, not to mention the rest of the system.

Scanning with the TARDIS didn't work, either. Maestro explained that Plexus had pushed his mostly liquid form into that of a human, which shielded him from detection. Spencer couldn't stop thinking of the human who'd had that body before, and if they were still alive, trapped inside, watching what Plexus was doing.

Out of any other ideas, they returned to the theatre, using the psychic paper to pass themselves off as cleaning staff. It was eerily still and silent inside, making Spencer think of a haunted house. As they roamed the halls, they heard voices coming from the dressing rooms.

Matilde's door was slightly ajar, enough to let the voices carry. They crept close, hiding in the shadows outside to listen in. Through the sliver Spencer could see Matilde seated at her vanity. She sat perfectly still, her back straight, a long fall of silky hair down her back. She didn't look bluish or as though her skin didn't fit. She was, in fact, quite beautiful, in an odd way.

“I know it's tiring, my dear,” Plexus was saying, “but you're doing so well. It doesn't have to be forever.”

Matilde spoke in a dull, distant voice. “I know, Papa.”

Plexus came to stand behind her, placing his hands on her pale shoulders. The contrast just served to make his skin look quite blue. “Another few months—a year at most,” he said.

“Two people have died already,” Matilde said.

“They were just humans,” Plexus said. He reached out to the mirror and took the pendant that hung there, placing it around her neck. It looked familiar, though Spencer couldn't say why. “You need to remember to wear this when you're on the stage, so you can get the full benefit.”

“Yes, Papa,” Matilde said, touching her fingers to the green stone. As she did, her eyes lifted to the mirror, meeting Spencer's. He couldn't say why, but he got the impression she wouldn't tell Plexus that she saw him.

Not that it mattered, since Maestro straightened up and pushed through the door. “Hullo,” he said cheerfully, hands in his pockets, looking incredibly casual and laid-back. Spencer followed, hanging back a bit.

“How the hell did you get in here?” Plexus spluttered. He spun to face them. “Who the hell are you?”

“I'm the Maestro. This is my friend Spencer. And your...” he leaned in peering at the green pendant around Plexus' neck, similar to the one Matilde wore, “Arcateenian Telepathy Pendant there caused him a bit of cellular damage last night.”

Matilde turned slowly around on her stool, face still expressionless. “I'm sorry,” she said.

“Yeah, well, what's a little cellular damage, right? No one's going to even notice it. They'll heal up in a couple of days,” Maestro said.

“I demand to know what you're doing in here!” Plexus said.

“Except maybe you didn't count on the effect that repeated viewings would have. Here's why I'm confused: you've gone through a lot of trouble—creating this whole dance and composition to boost the psychic drain—but _why_? Why not just take a heart or two?”

Some of the bluster went out of Plexus. “Human hearts won't sustain her,” he said. “She's not pure Arcan. Her mother was human, conceived when I was in human form. She needs the energy to survive.”

“But you're killing people,” Maestro said. “You can't expect us to let that just continue.”

“And who are you that's going to stop me?” Plexus said.

“For starters,” Maestro said, and moved so quickly even Spencer was startled, grabbing the pendant around Matlide's neck and lifting it over her head. Plexus moved toward him, but he was too slow. Maestro swung the chain hard and the stone smashed against the wall, shattering to pieces.

Plexus took hold of Maestro's lapels, jerking him up roughly, off his feet, and hissed, “I'm not sorry those other humans are dead, and I'll have no trouble killing you, either. I'll eat your heart without a second of remorse.”

Spencer made a move towards them. He didn't know what he was going to do, but Plexus wasn't much taller or bigger than him. He could throw a punch if he needed to. Ryan had gotten them into a few scrapes before. But Maestro held up a hand.

“Hearts,” Maestro said and wiggled two fingers. “I've got two of them. Because I'm not human, you see? Time Lord.”

Plexus dropped him and took a step back. He looked pale, almost grey. Spencer couldn't help but wonder if that was a universal reaction. Maestro hadn't bothered correcting anyone else who'd mistaken him for human, in the past several days.

Maestro straightened his collar. “I've already alerted the Shadow Proclamation of the strange happenings here. If they don't hear back from me, what do you imagine the Judoon will do when they come to investigate?”

“They'll kill us,” Plexus said. “Matilde, too. She's just a child.”

“She doesn't look like a child,” Spencer said side-long to Maestro.

“That's her mother's body, you idiot,” Plexus said. “She's trapped in there. Instead of developing her own form, she grew into her mother, killing her in the process, and now she has no other form to escape to.”

Spencer was struck silent in horror. Matilde was just staring at ground, where the shards of her pendant were scattered. She didn't seem upset that it was gone, or that the Judoon, whoever they were, wanted her dead. She didn't even look sad over what had happened to her mother.

“It's horrible that you had to go through that,” Maestro said. “I'm truly sorry. And I don't plan to let the Judoon harm you, any more than I plan to let you continue with what you're doing here. I can take you away from here, where the Judoon won't follow you,” Maestro said.

“It doesn't matter,” Plexus said. “Now that you've destroyed her pendant, she's as good as dead.”

“Hey now,” Maestro said. “I'm not in the habit of killing children, no matter the sins of their parents. What you need, Matilde, is enough energy to complete your Arcateenian form.”

Plexus snarled at him. “If you'd just left us alone we'd manage on our own.”

“You can't kill another man's child to save your own,” Maestro said. “There's a girl out there who was very close to death last night. If Matilde's mother was human, you must feel some empathy for them.”

“Not as much as for my own daughter.”

“You know,” Maestro said slowly, “you're not giving me a lot of reasons to want to help you. But I'm not going to punish Matilde for your behaviour. So here's what's going to happen. I'm going to give her all the energy she needs to take form, and then I'm going to take both of you back to your world, where you're going to stay out of trouble. Do you understand?”

“How are you going to give her that much energy?” Plexus asked. He looked hopeful and disbelieving at once, biting his lip.

Maestro knelt in front of Matilde, unbothered by the shards of stone digging into his knees. He took her hands and Matilde gave them easily. She looked up at him, her eyes hollow and sad. Spencer wondered if she'd felt her mother dying, and how horrible it must have been for her, not only to lose her mom, but to be the reason she died and to live on in her empty body.

“Spence, you might not want to watch this,” Maestro said. “It's going to get messy.”

“What do you mean, messy?” Spencer asked. He shifted uncomfortably, part of him wanting to look away already.

“I mean she's mostly made of liquid, and once I give her the energy to do so, her true form will explode from this one. Violently.”

“Jesus Christ,” Spencer said, cringing, but unable to move. Maestro still hadn't answered Plexus. “How are you going to give her the energy?”

“I have a lot of energy stored in this body,” Maestro said. “Nine more regenerations worth, at least.”

“But if you give your regenerations away, what's supposed to happen to you?” The idea wasn't sitting right with Spencer. He still didn't entirely get how these regenerations worked, but it seemed like the sort of thing you shouldn't get rid of.

“She'll only need one of them,” Maestro said. “Probably.” His hands began to glow a warm golden orange colour, and tendrils of light rose up from his skin and wrapped around Matilde's wrist. The energy turned a pale blue as it travelled up Matilde's arms, sinking into her skin. 

Plexus was gripping the back of her chair, knuckles gone white. Spencer felt sorry for him, then felt stupid for feeling sorry for the man who was killing Callie. Who had killed those other people. It didn't stop him feeling sorry for Plexus, though. He had no idea what lengths his parents would go to for him, but he knew if there was something he could do to make his dad better, he'd do it without thought of the consequences.

Matilde slumped over in her seat, eyes rolling back in her head. The blue light covered all her visible skin, pulsing brighter and brighter. Spencer didn't want to see this, but leaving was the easy thing to do. It felt cheap. So he stayed.

It happened all at once. That bright light drew deep inside her, fading from her skin and pulsing in her chest, then exploding outwards. It wasn't as bad as Spencer had expected. It wasn't like a scene from Aliens, Matilde bursting through the chest. The liquid just rushed through the skin as if it were nothing more than cheesecloth, drawing together as it did. 

Then the human body was just an empty, lifeless shell and Matilde hovered before them in her true form. She was roughly humanoid in form, no bigger than a child of 4 or 5, and through the dense purple-blue liquid that made up her body, that bright orange gold light of Maestro's shone at her core, drawing a line to her brain.

“What's wrong with her?” Plexus asked, reaching out to touch her and stopping short. “Why is her energy that colour?”

Maestro remained on the floor. He didn't look any different than usual, but Spencer could tell something was off about him. “It's my energy. It won't cause her any harm, but it's going to stay that way.”

And just like that, Plexus was shedding his human form as well, a much larger version of Matilde, with white light at his core, but otherwise identical. He pulled Matilde into his arms and they seemed to blur together, which was honestly more disturbing than the liquid exploding from the body.

Spencer went to Maestro and offered him a hand up. Maestro's skin was hot to the touch. He ran hot anyway, but this was different. It almost burned Spencer's hand to touch him, but he didn't want to let go; Maestro was putting a lot of his weight on Spencer, yet somehow making standing look effortless.

“Alright,” Maestro said. “Touching family reunion, glad to help, but now we need to get to the TARDIS. And I'm going to need this.” He scooped up Plexus' pendant from where it had fallen to the ground and pocketed it.

Spencer helped Maestro all the way to the transmat. The further they went, the more Maestro recovered, standing straighter and leaning less on Spencer. He didn't let go of Spencer's hand though, maybe because of the death grip Spencer had on him. Regardless, Spencer was grateful.

Getting them into the TARDIS was a simple thing. Plexus was so overjoyed at his daughter's well-being that he probably would have agreed to anything. Once they were inside Maestro was back to his old self, flipping switches and pressing buttons on the control panel, making it look like it was a game.

“No more taking human form,” Maestro warned, wagging his finger at Plexus, when he dropped them off on Arcateen.

“So that's it,” Spencer said, after they'd gone and the TARDIS door was closed behind them. “You just let him go?”

“I'm sorry, would you have done it differently?” Maestro asked.

“Yeah, but he killed those people!” 

“The Judoon, basically the police force of the Shadow Proclamation, which is basically the galactic government, are not a forgiving lot. When they are called in to handle a situation on the galactic scale, the punishment for most offences is death. Did you want Plexus to die?”

Spencer crossed his arms, giving Maestro a cold, contrary look. “No, but—”

“This isn't a perfect universe. This is never, ever going to be a perfect universe. People are going to die for stupid reasons. I've been the cause of a few deaths myself. But if I can avoid it. If I can save a live instead of ending one, then what would you have me do?” Maestro looked honestly curious about Spencer's answer, like he was depending on Spencer to be the moral compass here.

Spencer had to look away. “You didn't have to give her your own life,” he said at last. “You got so upset that she was taking mine and Callie's, but you just _gave_ yours away.”

Maestro came to lean against the railing beside Spencer. Spencer glanced over at him. Sometimes he seemed larger than life, and Spencer forgot how much smaller Maestro was than him. “I've got a lot to give,” he said.

“Not if you just give it all away.”

“I'm not going to do that,” Maestro said. “But she was just a kid, Spence. Do you—” He stopped, abruptly, words caught up in what sounded like a gasp. “Do you know how many children died on Gallifrey during the war?” 

Spencer silently shook his head. The air was thicker in the TARDIS all of the sudden, making it harder to breath.

“2.47 billion. Children.” The Maestro swallowed hard, eyes red and wet. “And I lived. _Me_. I'm not going to let a single child more die, not if I can stop it.”

“I'm sorry,” Spencer said. It was so stupid and inadequate and useless, but he didn't know what else to say. He reached out to touch Maestro's shoulder, and taking it as an invitation, Maestro pressed close to him, face in Spencer's chest, and hugged him tightly. Spencer wrapped his arms around him and drew him close. Ryan always said Spencer hugs were the best, and Spencer snorted at that, but if they made Ryan feel better, maybe they could do the same for Maestro.

“Have I totally freaked you out?” Maestro asked, voice muffled in Spencer's shirt. “Do you want to go home now?”

How could Maestro honestly expect Spencer to return to Earth five minutes after he'd left, after he'd seen and done all he had. And just carry on like nothing had happened. “No fucking way,” Spencer said fiercely. He held Maestro tighter, tucking his chin against Maestro's head. “You told me you were going to show me everything.”

Maestro chuckled softly. His fingers curled into Spencer's back for a brief moment, then he drew away, back to himself. “I know I'm not exactly easy all the time. I'm used to being by myself mostly because no one ever wanted to be around me. And then I got used to working alone in the war. I'll try to be better.”

“You're fine,” Spencer sighed. “Look, I'm not super easy to get along with, either. Ryan's my only good friend. Jon and Greta are cool, but it's not like we talk a lot or anything. And I _hate_ Ryan's friends. He's always telling me what a bitch I am.”

“You're a little bitchy,” Maestro agreed, bumping their hips together, “but I like it.” He still sounded a little shaky still, but he was smiling.

They returned to the entertainment system, landing on the central moon of Faulker, on the Maxwell estate. Edwin Maxwell met them in the entrance hall when they arrived. “Are you the reason _Agostine_ didn't show last night? Callie's been beside herself since she heard. Her doctors have said it's an absurd suggestion—”

“Her doctors are morons,” Maestro said. He pushed past Maxwell up the stairs, using his baton like a tracking device or something, which led him directly to Callie's room.

Callie was propped up on pillows, her hair damp with sweat against her face. Her dressing gown looked several sizes too big, and Spencer realised it must have been from all the weight she'd lost so quickly. 

“Is it true that Matilde disappeared?” she asked them. “How could anyone replace her?”

Maestro looked different as he sat at Callie's side and took one of her hands—gentler, or softer. “I know you must feel very close to Karatina, both of you losing your mothers at such a young age, and all the money in the Universe can't bring her back. If Karatina could find someone who understands her the way Eliot does, you can too, right?”

Callie looked down at her their joined hands. “I felt something, only when I was watching it.” She pressed her fist to her chest. “In here, deep down—like all the emptiness left my mom was filling up. But then as soon as the curtains went down, the emptiness was back, only worse than ever.”

“I understand what it is to lose someone very important to you,” Maestro said. “You won't ever completely fill that void, but it will get better in time. You will find others who will make it more bearable.”

“Everyone says that,” Callie said. “But it's been so long, and it never gets any better.”

“Maybe spend a little less time in the theatre and more time out in the world,” Maestro said. “Be like Karatina—get out and explore.”

Callie shook her head. “Since Mom died, my father barely lets me off-world to go to a show.”

“Now, look here,” Maxwell spluttered. “I won't have you barging in my home and filling my daughter's head with these ideas.”

Spencer gave him a sharp look, and the man actually shut his mouth with a click. “He's making her better,” Spencer said. “Maybe you should thank him.”

From his pocket, Maestro produced Plexus' amulet. “Now this,” he said, “contains a lot of stolen energy. A fair amount of it came from you. Matilde was drawing on your sadness and loneliness, the emotional connection you felt for Karatina.”

Callie looked stricken to hear it. “Why would she do such a thing?”

“She'd suffered her own loss,” Maestro said. He looped the chain around Callie's neck, letting the stone rest in the hollow space between her collarbones. Just looking at the way the bones stood out in stark relief made Spencer feel a little ill.

Callie gasped when the stone touched her skin. She reached up to touch it with her fingers. “It's—there's voices—”

Maestro closed his hand around hers, both holding tight to the stone. “Just think of your mother. The best memories you have of her. Concentrate on that.”

For several minutes, nothing happened. Spencer wasn't sure what he was expecting to see, anyway. It had taken thirteen performances over the course of a few months for Callie to get this sick. Maybe it would take just as long to heal her.

Then, very suddenly, she drew in a deep breath, like she'd been drowning and suddenly come up for air. It was quick and dramatic, the way her skin went from pale and drawn to smooth and full of colour. She filled out all over, until the gown she was wearing looked as though it was made for her, and her cheeks were round, her collarbones just a faint line.

Maxwell stumbled to her bedside and drew her into his arms and she clung back to him, both of them sobbing. Maestro stood up from the bed and came to stand next to Spencer, a pleased but not smug expression on his face.

“How can I—” Maxwell said, looking at them over Callie's shoulder. “I'll pay you anything.”

“Nah.” Maestro waved a dismissive hand. “But maybe give the overprotective dad thing a rest.”

Maxwell nodded, but Spencer had the feeling he wasn't actually hearing very much. “Anything,” he said.

“And once you've had her checked out and she's got the all-clear from her doctors, see that the amulet gets to the others in the Faulkers suffering from her same symptoms.”

Callie promised it would be done, and Maxwell echoed her, as if he'd do whatever she wanted, now that she was well again. Satisfied with that, Maestro led the way back to the TARDIS, hands in his pockets.

“So, are you going to tell me why _Agostine_ had some a profound effect on you?” Maestro asked.

“I don't know what you're talking about!” Spencer said, exasperated. “I didn't start crying. I mean, not that I'd lie about it if I had, but I wasn't. I fell asleep the minute it started.”

Maestro didn't push him on it, for which Spencer was grateful. Honestly he was more than a little disturbed by the idea that maybe he had been crying over it and he didn't even remember, which was crazy. He'd remember that for sure. Right?

“So,” Maestro said, when the door of the ticket booth was closed behind them. “Where to next?”

Spencer laughed a little ruefully, tipping his head back in thought. “Somewhere less exciting, maybe?”

“Aw,” Maestro said, and wiggled his eyebrows at Spencer in a way that was both incredibly dorky and sort of disconcertingly hot. “Where's the fun in that?” 

With the twist of a knob and the flip of a switch, the TARDIS was making that roaring, wheezing sound that had already become familiar to Spencer, made his heart beat a little faster in anticipation of what he'd see when he opened the door.

And truth be told, Spencer agreed with Maestro. Even if it was a little terrifying, the idea of travelling into the unknown in a way he'd never dreamed possible, even with the potential of danger, Spencer wouldn't change it. He felt alive in a way he never had before, and anything less would just be boring now.


End file.
